(b) **“Fair Market Value”** shall mean the price which a willing buyer (who is neither a lessee in
possession nor a used equipment dealer) would pay for the Aircraft in an arm’s-length transaction
to a willing seller under no compulsion to sell. In determining the Fair Market Value: (i) the
Aircraft shall be assumed to be in the condition in which it is required to be maintained and
returned under this Lease, (ii) any installed additions to the Aircraft shall be valued on an
installed basis; and (iii) costs of removal of the Aircraft from the current location shall not be
a deduction from the value of the Aircraft. If Lessor and Lessee are unable to agree on the Fair
Market Value at least sixty (60) days before Lease expiration, Lessor shall appoint an independent
appraiser (reasonably acceptable to Lessee) to determine Fair Market Value. The independent
appraisers determination shall be final, binding and conclusive. Lessee shall bear all costs
associated with any such appraisal.

     (c) Lessee shall be deemed to have waived this purchase option unless it provides Lessor with
written notice of its irrevocable election to exercise the option within fifteen (15) days after
the Fair Market Value is told to Lessee.




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| **20.** |  | **MISCELLANEOUS:** |